Virtual Assistants

Terms & Conditions

Effective Date: 25/11/2015

This User Agreement (this "Agreement") is a contract between you ("you" or "User") and StartOut Consulting Ltd. ("Virtual Valley", "we", or "us") and, to the extent expressly stated in this Agreement. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.virtualvalley.io. This Agreement includes and hereby incorporates by reference the agreements, Escrow Instructions, privacy policy and Site usage policies linked from this User Agreement, as such agreements and policies may be modified by Virtual Valley from time to time. Subject to the conditions set forth herein, Virtual Valley may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change, we will notify you in writing of the Substantial Change a reasonable period before the Substantial Change becomes effective. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms of Service. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls.

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.

1. DIGITAL SIGNATURE

By registering for an Virtual Valley account on the Site (an "Account"), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

2. CONSENT TO USE ELECTRONIC RECORDS

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.2 KEEPING YOUR EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Support.

2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS

To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version", we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically. By accepting and agreeing to this Agreement electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.

3. VIRTUAL VALLEY ACCOUNTS

3.1 ACCOUNT ELIGIBILITY

To use certain Site Services, you must register for an Account. Virtual Valley offers the Site Services for your business purposes, and not for personal, household, or consumer use. You must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) unless you use the Site solely as an employee and Agency Member of a registered Agency Account. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Site or the Site Services after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Team Member Services; and (c) perform your obligations as specified by any contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. Virtual Valley reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates.

3.2 ACCOUNT REGISTRATION

You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your skills, or the services your business provides. You must not register for more than one Entrepreneur Account and one Team Member Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.3 IDENTITY VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Virtual Valley, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business when requested. 3.4 USERNAMES AND PASSWORDS When you register for an Account, you will be asked to choose a username and password for the Account. Each User will also be asked to choose the initial username and password for Account (and can change the password for the Account at any time). You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Virtual Valley to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any User of your Account.

3.5 MARKETPLACE FEEDBACK

For the benefit of other Users of the marketplace, Virtual Valley encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Virtual Valley will make available to other marketplace Users, including composite feedback based on these individual ratings. Virtual Valley provides its public feedback system as a means through which Users can share their opinions publicly and Virtual Valley does not monitor or censor these opinions. Virtual Valley does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Virtual Valley do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Virtual Valley is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Virtual Valley reserves the right (but is under no obligation) to remove posted feedback or information that in Virtual Valley's sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.

4. PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Entrepreneurs and Team Members can identify each other and buy and sell Team Member Services online.

5. CONTRACTUAL RELATIONSHIP BETWEEN ENTREPRENEUR AND TEAM MEMBER

When you are enrolled in Virtual Valley Payroll, a contract is comprised of the following agreements (as applicable): the Hourly Payment Agreement and the contractual provisions between Team Member and the Staffing Provider for the provision of services to Entrepreneur, if any, to the extent that the terms do not and do not purport to expand Virtual Valley's obligations or restrict Virtual Valley's rights under this Agreement. For the avoidance of doubt, Entrepreneur must agree to the Virtual Valley Payroll Agreement in order to use Virtual Valley Payroll.

6. PAYMENT TERMS

6.1 SERVICE FEE

When an Entrepreneur pays a Team Member, or when funds related to an Engagement are otherwise released to a Team Member as required by the applicable Escrow Instructions, Virtual Valley will credit the Team Member and then deduct and disburse to Virtual Valley a 20% service fee that Virtual Valley earns and Team Member agrees to pay Virtual Valley for creating, hosting, maintaining, and providing the Site and Site Services (the "Service Fee"). If Team Member elects disbursement in foreign currency, Virtual Valley will add the conversion fee of 1.5% to the spot rate quoted by its foreign exchange vendor and credit that amount to Virtual Valley. Refer to the Virtual Valley Payroll Agreement for applicable fees to use Virtual Valley Payroll.

6.2 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS

Virtual Valley does not introduce Entrepreneurs to Team Members and does not help Team Members secure Engagements. Virtual Valley merely makes the Site Services available to enable Team Members to do so themselves. Therefore, Virtual Valley does not charge a fee when a Team Member finds a suitable Entrepreneur or finds an Engagement. However, Entrepreneur and a Team Member are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site.

6.3 NON-PAYMENT

If Entrepreneur fails to pay the Team Member Fees or any other amounts due under this Agreement, whether by cancelling Entrepreneur's credit or debit card, initiating an improper chargeback, or any other means, Virtual Valley may suspend or close Entrepreneur's Account and revoke Entrepreneur's access to the Site, including Entrepreneur's authority to use the Site to process any additional payments or obtain any additional Team Member Services. Without limiting other available remedies, Entrepreneur must pay Virtual Valley upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Virtual Valley, at our discretion, may set off amounts due against other amounts received from or held by Virtual Valley for Entrepreneur, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

6.5 NO RETURN OF FUNDS Entrepreneur acknowledges and agrees that Virtual Valley will charge Entrepreneur's designated Payment Method for the Team Member Fees for Contracts or Team Member Services using Virtual Valley Payroll, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Virtual Valley and the Escrow Services provided by Virtual Valley, Entrepreneur agrees that once Virtual Valley charges Entrepreneur's designated Payment Method for the Team Member Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Entrepreneur also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Entrepreneur resolve disputes. To the extent permitted by applicable law, Entrepreneur therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Team Member Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Entrepreneur initiates a chargeback in violation of this Agreement, Entrepreneur agrees that Virtual Valley may dispute or appeal the chargeback and institute collection action against Entrepreneur.

6.6 FORMAL INVOICES AND TAXES

Virtual Valley will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Team Member Fees. Team Member will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Team Member Fees and for issuing any invoices so required. Team Member will also be solely responsible for determining whether: (a) Team Member or Virtual Valley is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Team Member Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Virtual Valley, as appropriate; and (b) Virtual Valley is required by applicable law to withhold any amount of the Team Member Fees and for notifying Virtual Valley of any such requirement and indemnifying Virtual Valley (either by Virtual Valley, at our sole discretion, offsetting the relevant amount against a future payment of Team Member Fees to Team Member or Team Member reimbursing Virtual Valley for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Virtual Valley, Team Member agrees to promptly cooperate with Virtual Valley and provide copies of Team Member's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Team Member is engaging in an independent business as represented to Virtual Valley.

6.7 PAYMENT METHODS

In order to use certain Site Services, Entrepreneur must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, in some cases bank accounts, PayPal, and such other methods of payment as Virtual Valley may accept from time to time in our sole discretion. Entrepreneur hereby authorizes Virtual Valley to run credit card authorizations on all credit cards provided by Entrepreneur, to store credit card and banking or other financial details as Entrepreneur's method of payment for Services, and to charge Entrepreneur's credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by StartOut Consulting, an UK registered company of which Virtual Valley is a product of. When Entrepreneur approves or is deemed to have approved a Time Log for an Hourly Contract, Entrepreneur automatically and irrevocably authorizes and instructs Virtual Valley to charge Entrepreneur's Payment Method for the Team Member Fees. By providing Payment Method information through the Site, Entrepreneur represents, warrants, and covenants that: (a) Entrepreneur is legally authorized to provide such information to us; (b) Entrepreneur is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Entrepreneur's use of such Payment Method(s) or applicable law. When Entrepreneur authorizes a payment using a Payment Method via the Site, Entrepreneur represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Entrepreneur's Payment Method(s), Entrepreneur is solely responsible for paying such amounts by other means.

6.8 US DOLLARS AND FOREIGN CURRENCY CONVERSION

The Site and the Site Services operate in US Dollars. If Entrepreneur's Payment Method is denominated in a currency other than US Dollars and requires currency conversion to pay the Escrow or other payments in US Dollars, the Site may display foreign currency conversion rates Virtual Valley currently make available to convert supported foreign currencies to US Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Entrepreneur, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to US Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in US Dollars and either Virtual Valley does not support the foreign currency or Entrepreneur does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site will charge Entrepreneur's Payment Method in US Dollars and Entrepreneur's Payment Method provider will convert the payment at a foreign currency conversion rate selected by Entrepreneur's Payment Method provider. Entrepreneur's Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Entrepreneur's authorization of a payment using a foreign currency conversion rate displayed on the Site is at Entrepreneur's sole risk. We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than US Dollars. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.

6.9 LIMITED PAYMENT PROTECTION

In the rare event that a Team Member's Entrepreneur does not make payment for legitimate services performed by a Team Member, Virtual Valley will provide limited payment protection to the Team Member as detailed in this Section 6.10 ("Payment Protection") as a membership benefit to foster fairness, reward loyalty, and encourage the Team Member to continue to use the Site Services for their business needs. Virtual Valley only provides Payment Protection to Team Members working on Hourly Contracts and only if all of the following criteria are met: (a) Entrepreneur has a verified Payment Method, (b) the time represented is captured online using the Virtual Valley Team Software, (c) the Team Member Services performed and recorded in the Time Log pertain directly to the contract, and (d) each Time Log is annotated with descriptions of the Team Member Services performed, demonstrating contract compliance. Virtual Valley determines whether the foregoing criteria have been met at our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (w) Team Members, Team Member Services, or contracts violating of this Agreement, (x) Team Members that are aware of or complicit in another User's violation of this Agreement, (y) Team Members enrolled in Virtual Valley Payroll, or (z) Team Members that are suspected (in Virtual Valley's sole discretion) of actual fraudulent activities or abuse of this Payment Protection.

7. NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation Virtual Valley receives for making the Site available to you is collected as a deduction of the Service Fee described in Section 6.1 ("Service Fee"). Virtual Valley only deducts this Service Fee when an Entrepreneur and a Team Member pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the "Non-Circumvention Period"), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "Virtual Valley Relationship"). You may opt-out of this obligation only if Entrepreneur or prospective Entrepreneur or Team Member pays Virtual Valley: (a) an "Opt-Out Fee" computed to be the greater of the following amounts: $2,500; or 15% of the cost to the Entrepreneur of the services to be performed in the Virtual Valley Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Entrepreneur; or all Service Fees that would be earned by Virtual Valley from the Virtual Valley Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Team Member from Entrepreneur during the most recent normalized 8-week period, or during such shorter period as data is available to Virtual Valley; and (b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Entrepreneur first makes payment to the subject Team Member until the date the Opt-Out Fee is paid. To pay the Opt-Out Fee, you must request instructions by sending an email message to admin@virtualvalley.io. Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site. Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Entrepreneur and Team Member. You agree to notify Virtual Valley immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Virtual Valley by sending an email message to: admin@virtualvalley.io.

7.1 ENTREPRENEUR PAYMENTS AND BILLING

Entrepreneur is billed for Team Member Fees on a monthly basis.

7.2 DISPUTE RESOLUTION

With respect to disputes arising between Entrepreneurs and Team Members, you agree to abide by the Dispute Resolution Policy.

7.3 TERMINATION

A contract Under Hourly Contracts, either Entrepreneur or Team Member has the right to terminate the contract after providing any required notice, or immediately on the end date specified in the contract terms and/or upon completion of the Team Member Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Entrepreneur remains obligated to pay the Team Member Fees for any Team Member Services provided prior to termination of the Hourly Contract.

7.4 INTELLECTUAL PROPERTY RIGHTS

Certain Defined Terms The following capitalized terms have the following meanings: "Background Technology" means all Inventions developed by Team Member other than in the course of providing Team Member Services to Entrepreneur under the contract and all Inventions that Team Member incorporates into Work Product. "Entrepreneur Materials"means requests, intellectual property, and any other information or materials that Entrepreneur provides to Team Member for Team Member to perform Team Member Services. "Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein. Background Technology Team Member will disclose in the Engagement Terms any Background Technology which Team Member proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Team Member discloses no Background Technology, Team Member warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Team Member will separately provide, with each delivery of Work Product to Entrepreneur, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Team Member, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Team Member agrees that it will not incorporate into Work Product or otherwise deliver to Entrepreneur any software code for which the use or distribution of the code will create (or purport to create) obligations for Entrepreneur to grant any rights or immunities under Entrepreneur intellectual property to a third-party, including without limitation any obligation that the Work Product or Entrepreneur software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge. License to Background Technology Upon Team Member's receipt of payment from Entrepreneur, Team Member hereby automatically grants to Entrepreneur a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product. Entrepreneur Materials Entrepreneur grants Team Member a limited, non-exclusive, revocable (at any time, at Entrepreneur's sole discretion) right to use the Entrepreneur Materials as necessary solely for the performance of the Team Member Services under the applicable contract. Entrepreneur reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Entrepreneur Materials. Upon completion or termination of the contract, or upon Entrepreneur's written request, Team Member will immediately return all Entrepreneur Materials to Entrepreneur and further agrees to destroy all copies of Entrepreneur Materials and Deliverables (except for Background Technology as permitted by the contract) contained in or on Team Member's premises, systems, or any other equipment or location otherwise under Team Member's control. Within ten days of such request from Entrepreneur, Team Member agrees to provide written certification to Entrepreneur that Team Member has returned or destroyed all Entrepreneur Materials and Work Product as provided in this subsection. Ownership of Work Product and Intellectual Property Upon Team Member's receipt of full payment from Entrepreneur, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Entrepreneur, and Entrepreneur will be deemed to be the author thereof. If Team Member has any Intellectual Property Rights to the Work Product that are not owned by Entrepreneur upon Team Member's receipt of payment from Entrepreneur, Team Member hereby automatically irrevocably assigns to Entrepreneur all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Team Member retains no rights to use, and will not challenge the validity of Entrepreneur's ownership in, such Intellectual Property Rights. Team Member hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. License to or Waiver of Other Rights If Team Member has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Entrepreneur by Team Member, Team Member hereby automatically, upon Team Member's receipt of full payment from Entrepreneur, unconditionally and irrevocably grants to Entrepreneur during the term of such rights, an exclusive, even as to Team Member, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Team Member has any rights to such Work Product that cannot be assigned or licensed, Team Member hereby automatically, upon Team Member's receipt of payment from Entrepreneur, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Entrepreneur or related to Entrepreneur's customers, with respect to such rights, and will, at Entrepreneur's request and expense, consent to and join in any action to enforce such rights. Assistance Team Member will assist Entrepreneur in every way, including by signing any documents or instruments reasonably required, both during and after the term of the contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Entrepreneur is unable, after reasonable effort, to secure Team Member's signature on any document needed in connection with the foregoing, Team Member hereby designates and appoints Entrepreneur and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Team Member.

7.5 WORKER CLASSIFICATION

Entrepreneur assumes all liability for determining whether Team Members are independent contractors or employees and engaging them accordingly; Virtual Valley disclaims any liability for such determination or the related Engagement. This Agreement does not create a partnership or agency relationship between Entrepreneur and Team Member. Team Member does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Virtual Valley. For contracts classified as independent contractor relationships, Entrepreneur may not require an exclusive relationship between Entrepreneur and Team Member. A Team Member classified as an independent contractor is free at all times to provide Team Member Services to persons or businesses other than Entrepreneur, including any competitor of Entrepreneur. For Team Member Services classified as employment, Entrepreneur and Team Member will sign up for and participate in the Virtual Valley Payroll program made available on the Site, with employment services provided as discussed in Section 8.8 (Employment Services). For all purposes, the employer of the Team Member will be the third-party Staffing Provider and not Virtual Valley under any circumstances.

7.6 EMPLOYMENT SERVICES

If an Entrepreneur receives services from a Team Member it has classified as an employee, then the Entrepreneur agrees that the Virtual Valley Payroll Agreement applies, and Entrepreneur and Team Member agree to enroll in Virtual Valley Payroll. In this case, Virtual Valley's third-party staffing vendor (the "Staffing Provider") will hire the Team Member at the request of Entrepreneur and assign the Team Member to work for Entrepreneur, as described in the Virtual Valley Payroll Agreement. If an Entrepreneur and a Team Member decide to use Virtual Valley Payroll, then Team Member acknowledges that Team Member has agreed to become a Payroll Employee, employed by the Staffing Provider and assigned to Entrepreneur, based on Team Member's own determination that Entrepreneur offers work acceptable and appropriate for Team Member on terms that are acceptable to Team Member. Team Member agrees to complete such documents as the Staffing Provider may legally and reasonably require in connection with the employer-employee relationship, including, without limitation, an authorization for a background check, an employment agreement or offer letter, applicable tax forms, and an I-9 or other documentation to establish authorization for employment in the applicable country (collectively, the "Employment Paperwork"). Team Member will not become an employee of the Staffing Provider and will not start work until all Employment Paperwork has been completed and returned to the Staffing Provider, and the Staffing Provider has accepted Team Member as an employee. Once Team Member becomes an employee of the Staffing Provider, unlike independent contractor engagements, Team Member understands that he/she will not have the right to control the manner and means by which he/she works and will be subject to the Staffing Provider's policies and requirements. With respect to Payroll Employees, Virtual Valley merely provides the platform for Team Member to communicate and share information with the Staffing Provider and Entrepreneur. Team Member understands and agrees that the pay rate, work hours, employment dates and working conditions will be established or confirmed by the Staffing Provider and/or Entrepreneur and not by Virtual Valley, and that Team Member will not have any contract on the Virtual Valley Site or with Virtual Valley regarding such employment terms; any job posting, proposal, pay rate or other information in the platform is solely for the purpose of enabling the Payroll Employee to communicate with the Staffing Provider and the Entrepreneur. Team Member acknowledges and agrees that he/she is not an employee of Virtual Valley, and that he/she will not be providing any services to Virtual Valley (directly or indirectly) while employed by the Staffing Provider unless Virtual Valley is expressly designated in writing as the Entrepreneur. Team Member understands and agrees that Team Member is responsible for accurately recording Team Member's work hours on the platform and otherwise reporting all hours worked to the Staffing Provider. By completing and/or submitting a Time Log, Team Member verifies that the hours worked reflected in the Time Log are accurately recorded and include all hours worked, including but not limited to any overtime hours and any paid rest breaks that Team Member is authorized to take by the Staffing Provider and/or by applicable law. Team Member waives any right to recover damages from Virtual Valley for any unpaid wages, including but not limited to overtime wages, not accurately reflected in the Time Log. Any provision of this Agreement that would conflict with applicable law regarding the timing or amount of wage payments shall not apply to any Payroll Employee. Team Member agrees to personally provide all services for any contract under which the Team Member is working as a Payroll Employee. Team Member acknowledges that Team Member, and not Virtual Valley or the Staffing Provider, will be responsible for timely and professionally completing all work that he or she is assigned while working as a Payroll Employee.

8. RECORDS OF COMPLIANCE

Entrepreneur and Team Member will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and any Virtual Valley Payroll Agreement, and (2) provide copies of such records to Virtual Valley upon request. Nothing in this subsection requires or will be construed as requiring Virtual Valley to supervise or monitor a User's compliance with this Agreement, the other Terms of Service, or a contract.

9. RELATIONSHIP WITH VIRTUAL VALLEY

Virtual Valley is not a party to the dealings between Entrepreneur and Team Member, including posts, proposals, screening selection, contracting, and performance of Team Member Services. Virtual Valley does not introduce Team Members to Entrepreneurs or help Team Members find Engagements. Virtual Valley merely makes the Site Services available to enable Team Members to identify and determine the suitability of Entrepreneurs for themselves and to enable Entrepreneurs to identify and determine the suitability of Team Members for themselves. Virtual Valley does not, in any way, supervise, direct, or control Team Member or Team Member's work. Virtual Valley does not set Team Member's work hours, work schedules, or location of work. Virtual Valley will not provide Team Member with training or any equipment, labor, or materials needed for a particular contract. Virtual Valley does not provide the premises at which the Team Member will perform the work. Virtual Valley makes no representations about, and does not guarantee the quality, safety, or legality of, the Team Member Services; the truth or accuracy of Team Member's listings on the Site; the qualifications, background, or identities of Users; the ability of Team Members to deliver the Team Member Services; the ability of Entrepreneurs to pay for the Team Member Services; or that an entrepreneur or Team Member can or will actually complete a transaction. Virtual Valley does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Entrepreneur or Team Member, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Team Member's performance, and Entrepreneur's acceptance, of Team Member Services. Virtual Valley is not required to and may not verify any feedback or information given to us by Team Members or Entrepreneurs, nor does Virtual Valley perform background checks on Team Members or Entrepreneurs. You hereby acknowledge and agree that Virtual Valley may provide information on the Site about a Team Member or Entrepreneur, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Team Members or Entrepreneurs voluntarily submit to Virtual Valley and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Virtual Valley; Virtual Valley provides such information solely for the convenience of Users.

10. THIRD-PARTY BENEFICIARY

Entrepreneur and Team Member appoint Virtual Valley as a third-party beneficiary of their contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Virtual Valley hereunder. This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Virtual Valley, except and solely to the extent expressly stated in this Agreement.

11. CONFIDENTIAL INFORMATION

11.1 CONFIDENTIALITY

To the extent an Entrepreneur or Team Member provides Confidential Information to the other, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Team Member Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Team Member); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Team Member Services.

11.2 RETURN

If and when Confidential Information is no longer needed for the performance of the Team Member Services for a Services Contract or at Entrepreneur's or Team Member's written request (which may be made at any time at Entrepreneur's or Team Member's sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party's written request for such certification.

11.3 PUBLICATION

Without limiting Section 15.1 (Confidentiality), Entrepreneur, Team Member, and Virtual Valley will not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Team Member Services for a Services Contract.

12. WARRANTY DISCLAIMER YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. VIRTUAL VALLEY MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIRTUAL VALLEY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES User's SOLE AND EXCLUSIVE REMEDY AGAINST VIRTUAL VALLEY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

13. LIMITATION OF LIABILITY

Virtual Valley is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to: your use of or your inability to use our Site or Site Services; delays or disruptions in our Site or Site Services; viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; damage to your hardware device from the use of the Site or Site Services; the content, actions, or inactions of third parties' use of the Site or Site Services; a suspension or other action taken with respect to your account; your reliance on the quality, accuracy, or reliability of job postings, Team Member profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL VIRTUAL VALLEY, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF VIRTUAL VALLEY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY VIRTUAL VALLEY WITH RESPECT TO contractS ON WHICH USER WAS INVOLVED AS ENTREPRENEUR OR TEAM MEMBER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

14. RELEASE

In addition to the recognition that Virtual Valley is not a party to any contract between Entrepreneur and Team Member, you hereby release Virtual Valley, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Team Member Services provided to Entrepreneur by a Team Member and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in Dispute Resolution.

15. INDEMNIFICATION

You will indemnify, defend, and hold harmless Virtual Valley, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any contract entered into by you or your agents, including, but not limited to, the classification of a Team Member as an independent contractor; the classification of Virtual Valley as an employer or joint employer of Team Member; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

16. AGREEMENT TERM AND TERMINATION

This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Virtual Valley expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to admin@virtualvalley.io. If you are using Virtual Valley Payroll, you must legally terminate your relationship with Entrepreneur or Team Member, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (b) Virtual Valley will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Virtual Valley for any Site Services and to any Team Members for any Team Member Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a contract, or Virtual Valley from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason. Without limiting Virtual Valley's other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Virtual Valley or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Virtual Valley's prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. Without limiting Virtual Valley's other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Virtual Valley or our Affiliates under this Agreement, you must pay Virtual Valley for all fees owed to Virtual Valley and our Affiliates and reimburse Virtual Valley for all losses and costs (including any and all time of Virtual Valley's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Virtual Valley will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Virtual Valley will have no liability whatsoever.

16.1 ENFORCEMENT OF AGREEMENT

Virtual Valley has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Virtual Valley's other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Virtual Valley.

16.2 CONSEQUENCES OF AGREEMENT TERMINATION

Termination of this Agreement and/or closing of your Account will not relieve Entrepreneur of the requirement to pay for Team Member Services performed prior to the effective date of the termination or thereafter for any contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Entrepreneur hereby authorizes Virtual Valley to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Virtual Valley will pay Team Member, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination or thereafter for any contracts executed before termination of this Agreement. Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into contracts with you. You therefore agree as follows: IF VIRTUAL VALLEY DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, VIRTUAL VALLEY HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO contractS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

16.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

17. CANCELLATIONS, REFUNDS, AND DISPUTES

17.1 DISPUTE PROCESS AND SCOPE

For disputes arising between Entrepreneurs and Team Members, you agree to abide by the dispute process. If a dispute arises between you and Virtual Valley or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Virtual Valley, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Virtual Valley (including any claimed employment with Virtual Valley or one of its Affiliates or successors), the termination of your relationship with Virtual Valley, or the Site Services (each, a "Claim") in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any contract, escrow payments or agreements, any payments or monies you claim are due to you from Virtual Valley or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Virtual Valley or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision. You agree that any Claim must be resolved as described in the subsections below titled "Informal Dispute Resolution" and "Mandatory Binding Arbitration and Class Action/Jury Trial Waiver."

17.2 CHOICE OF LAW

This Agreement and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Team Member located within the United States will be governed by the law of the state in which such Team Member resides.

18. VIRTUAL VALLEY PAYROLL STAFFING PROVIDER

When an entrepreneur uses Virtual Valley Payroll, ("Virtual Valley Payroll"), a third-party staffing vendor will employ the Team Member (the "Staffing Provider"). Team Member (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Team Member to work for Entrepreneur, and Entrepreneur will be responsible for supervising Team Member. When, and only if, a Team Member has been accepted for employment by the Staffing Provider and assigned to Entrepreneur, Team Member becomes a "Payroll Employee" for purposes of this Agreement, but also remains a Team Member under the Terms of Service. Your ability to use Virtual Valley Payroll may depend on certain factors, including, without limitation, the location of the Team Member, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Virtual Valley Payroll may be rejected for any lawful reason.

19. HIRING PROCESS

As an entrepreneur, you will select a Team Member to be employed by the Staffing Provider and assigned to work for you via Virtual Valley Payroll. No work can begin until the engagement is active on the Virtual Valley Site, and Entrepreneur is informed that the Team Member has started employment and may begin work.After Team Member's employment begins, Entrepreneur will continue to pay for Team Member's services through the Site unless Entrepreneur pays the Opt-Out Fee.

20. HIRING DECISIONS; LIMITATIONS ON HIRING

Entrepreneur acknowledges and agrees that Entrepreneur selects a Team Member to become a Payroll Employee based upon Entrepreneur's determination that Team Member possesses the skills, background, and education to satisfy the requirements of the assignment. Virtual Valley does not (a) select the Team Member; (b) have the authority or ability to decide to engage the Team Member on behalf of Entrepreneur; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Team Members, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Team Member or Payroll Employee.All information regarding a Payroll Employee posted on or to the Site or provided by Virtual Valley is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Virtual Valley. Virtual Valley is not responsible for and shall have no liability for Entrepreneur's use of or reliance on any Team Member Information posted or provided by Virtual Valley. The Staffing Provider has the right not to hire a Team Member for any lawful reason or no reason at all, including if the Team Member does not meet the Staffing Provider's standards for employment or the job is considered, in the Staffing Provider's sole discretion, too hazardous or not covered by the applicable workers' compensation insurance policy.No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.

21. DISCLAIMER OF LIABILITY FOR VIRTUAL VALLEY

Entrepreneur acknowledges and agrees that Entrepreneur and Team Member are solely responsible for Team Member Services and for all work performed and Work Product. Virtual Valley provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider's services, Team Member Services and/or Work Product. Virtual Valley expressly disclaims all express and implied warranties for Team Member Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose.As between Virtual Valley and Entrepreneur, Team Member Services, Work Product, and deliverables are provided AS IS.

22. VIRTUAL VALLEY PAYROLL SERVICES

The following are the services provided by the Staffing Provider for Payroll Employees assigned to Entrepreneur:(a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers' compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.

23. WORK ENVIRONMENT

Entrepreneur acknowledges and agrees that neither Virtual Valley nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Entrepreneur.Entrepreneur will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.

24. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT

Entrepreneur will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Entrepreneur's intellectual property and confidential information. If Entrepreneur assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Entrepreneurs executives, officers, or directors, Entrepreneur agrees that Entrepreneur and Team Member are solely responsible for any such decisions or actions by the Payroll Employee. Entrepreneur will inform Staffing Provider through Virtual Valley (at admin@virtualvalley.io) if any Payroll Employee supervises other Entrepreneur employees or Payroll Employees or will handle hazardous materials or operate heavy machinery. If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Entrepreneur will be responsible for verifying such license and/or providing such supervision. Entrepreneur acknowledges and agrees that Payroll Employees are not employees of Virtual Valley and that Virtual Valley does not supervise or control Payroll Employees. Entrepreneur further acknowledges and agrees that (a) Virtual Valley does not have the power or ability to require a Team Member to start or stop work; (b) Virtual Valley does not determine or control any term or condition of Team Member's employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Virtual Valley merely provides the platform for Entrepreneur to assign work to Team Member and separately facilitates the relationship between Staffing Provider and Team Member; and (d) Virtual Valley is not an employer or joint employer of the Team Member.

25. COMPLIANCE WITH LEGAL REQUIREMENTS

With respect to all Payroll Employees, Entrepreneur will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety.Entrepreneur will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee. Entrepreneur will immediately inform Staffing Provider through Virtual Valley (at admin@virtualvalley.io) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Entrepreneur of a potential disability or need for leave or accommodation.Entrepreneur will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law. All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination.If the Staffing Provider approves an exempt determination, the Entrepreneur is solely responsible for ensuring the determination remains appropriate.Entrepreneur agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting the time to the Staffing Provider.Entrepreneur will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.

26. PAYING PAYROLL EMPLOYEES

26.1 GENERAL PAYMENT OBLIGATIONS

Your payments for Virtual Valley Payroll are governed by the terms below. You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you.In addition, Payroll Employees do not pay any Service Fees to Virtual Valley. Instead, the Entrepreneur pays the fees, as described below.Entrepreneur also understands and agrees that Entrepreneur is responsible for covering the cost of all Payroll Employee wages, even if a Payroll Employee reports having worked more than the number of hours authorized by Entrepreneur. 26.2 Entrepreneur BILL RATE; PAYROLL EMPLOYEE PAY RATE The total amount the Entrepreneur pays is the "Bill Rate", which includes the Payroll Employee's hourly rate or salary amount (the "Pay Rate") as well as Virtual Valley fees. The Entrepreneur pays Virtual Valley's normal 20% Service Fee for using the Site. In addition, Entrepreneur will pay employer taxes, Virtual Valley's fees for Virtual Valley Payroll, and the Staffing Provider's fees (collectively, the "Payroll Service Fees").The Payroll Service Fees are 20% of the Bill Rate. As an example, if the Entrepreneur's Bill Rate is $5.00 per hour, then the Payroll Service Fees would be $1.00 (20% of $5.00) per hour, and the Payroll Employee's Pay Rate would be $4.00 per hour. To use Virtual Valley Payroll, Entrepreneur acknowledges and agrees that the Bill Rate on Virtual Valley must be at least 25% more than the minimum wage in the location where the Payroll Employee works. In addition to the Bill Rate, Entrepreneur acknowledges and agrees that it will be responsible for any additional costs required under applicable law.These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, "Additional Costs").In addition, the Payroll Service Fee may be increased before employment begins for international Virtual Valley Payroll Services.For more information on these Additional Costs in the location of the Team Member, please email admin@virtualvalley.io.

27. REQUIRED NOTIFICATIONS

Entrepreneur can provide notices required under this Agreement to admin@virtualvalley.io. Entrepreneur will provide written notice within 7 days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status. Entrepreneur will provide written notice of the termination of a Payroll Employee's assignment (whether initiated by Entrepreneur or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Entrepreneur, and termination date to admin@virtualvalley.io either (a) at least seven business days before the Payroll Employee's last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized.Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Entrepreneur agrees to pay any such costs. Entrepreneur also will provide Virtual Valley notice, as provided above, if a Payroll Employee performs no work for Entrepreneur for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).

28. TERMINATION OF VIRTUAL VALLEY PAYROLL

Without limiting Virtual Valley's ability to terminate services provided to Entrepreneur under other Terms of Service, Virtual Valley may terminate Virtual Valley Payroll at any time after providing Entrepreneur with notice of such termination at least 30 days in advance of the final day Virtual Valley Payroll will be offered (the "Termination Date").The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease.Additionally, all obligations of the Staffing Provider to maintain workers' compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date. Entrepreneur, or another third party designated by Entrepreneur in Entrepreneur's sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers' compensation coverage.Entrepreneur will inform Payroll Employees that they are no longer covered by the Staffing Provider's workers' compensation and/or health care policies. Upon the Termination Date, Virtual Valley will immediately be released from such obligations as are permitted by law, but Virtual Valley and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.

29. MAKING OR RECEIVING AN HOURLY PAYMENT

29.1 For Hourly Contracts, Time Logs are generated for hours worked until 11:59 PM GMT, on the final day of each month (the "Time Log Deadline"). Team Member irrevocably authorizes and instructs Virtual Valley, as its agent, to (i) create an invoice on behalf of Team Member for payment due based upon the hours recorded on the monthly Time Log before the Time Log Deadline; and (ii) submit the invoice on behalf of Team Member to Team Member's Entrepreneur for payment.

29.2 By recording time on a Time Log and allowing an invoice to be created based on that Time Log, Team Member represents and warrants that (y) Team Member has completed the applicable Team Member Services fully and satisfactorily; and (z) the hours Team Member reports are true, accurate and complete.

29.3 Virtual Valley will contact the Entrepreneur to review and approve or dispute the monthly Time Log prior to the final day of the month. Payments will be taken on the final day of each month regardless of review and approval or dispute from the Entrepreneur if reasonable effort has been made by Virtual Valley to contact the Entrepreneur.

30. INSTRUCTIONS TO PAY IRREVOCABLE

Entrepreneur's instruction to Virtual Valley to pay a Team Member is irrevocable. Such instruction is Entrepreneur's authorization to transfer funds to Team Member from the Entrepreneur Escrow Account or authorization to charge Entrepreneur's Payment Method. Such instruction is also Entrepreneur's representation that Entrepreneur has received, inspected and accepted the subject work or expense. Entrepreneur acknowledges and agrees that upon receipt of Entrepreneur's instruction to pay Team Member, Virtual Valley will transfer funds to the Team Member and that Virtual Valley, has no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Entrepreneur agrees that once Virtual Valley has charged Entrepreneur's Payment Method, the charge is non-refundable.

31. HOURLY PAYMENT PROTECTION FOR TEAM MEMBERS

In the rare event that a Team Member's Entrepreneur does not make payment for legitimate services performed by a Team Member, Virtual Valley will provide limited payment protection to the Team Member as detailed below ("Hourly Payment Protection") as a membership benefit to foster fairness, reward loyalty, and encourage the Team Member to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered only if all of the following criteria are met:

31.1 Both Entrepreneur and Team Member must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.

31.2 Entrepreneur must have an Account in good standing, a valid and authenticated default Payment Method, and Entrepreneur must agree to automatically pay for hours billed by Team Member through Work Diaries. 31.3 Team Member's Account must be in good standing.

31.4 Team Member must have used Work Diaries enabled to document any and all hours covered by the Hourly Payment Protection for Team Members.

31.5 Team Member must have provided adequate comments for the screenshots documented by Work Diaries prior to submitting its invoice.

31.6 The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Entrepreneur instructions in the Work Diaries.

31.7 The number of hours billed must be within the hours authorized by the Entrepreneur for the week in the Work Diaries.

31.8 Within five days after notification of rejected or unpaid time, Team Member must submit a Dispute specifically identifying the documented work not otherwise paid for by their Entrepreneur through the Escrow Services. Virtual Valley will investigate and determine in its sole discretion whether the above terms and conditions are met.

32. HOURLY PROTECTION FOR ENTREPRENEURS

Virtual Valley will adjust the invoice to Entrepreneur for work that is not clearly related to either the Hourly Contract requirements or Entrepreneur instructions in the Work Diaries and within the hours authorized for the week, subject to and conditioned on the following terms: Both Entrepreneur and Team Member must agree to use Work Diaries as part of the Hourly Contract terms. Entrepreneur must have an Account in good standing, a valid and authenticated default Payment Method, and Entrepreneur must agree to automatically pay for hours billed by Team Member through Work Diaries. Within the Time Log Review Period, Entrepreneur must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Entrepreneur instructions in the Work Diaries. Virtual Valley will investigate and determine in its sole discretion whether the above terms and conditions are met. Hourly Protection for Entrepreneurs only protects Entrepreneur from the obligation to pay for Team Member's work if the documented hours worked are not clearly related to the Hourly Contract requirements or Entrepreneur instructions in the Work Diaries. Hourly Payment Protection for Entrepreneurs does not create any warranties, express or implied, beyond those expressly stated in the User Agreement. Hourly Protection for Entrepreneurs does not apply to: (1) Fixed-Price Contracts; (2) if you are using Virtual Valley Payroll; and (2) Engagements prohibited by the Terms of Service.

33. NO RESPONSIBILITY FOR TEAM MEMBER SERVICES OR ENTREPRENEUR PAYMENTS

Virtual Valley merely provide a platform for Internet payment services. Virtual Valley and Affiliates do not have any responsibility or control over the Team Member Services that Entrepreneur purchases. Nothing in this Agreement deems or will be interpreted to deem Virtual Valley or any Affiliate as Entrepreneur's or Team Member's agent with respect to any Team Member Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Virtual Valley does not guarantee the performance, functionality, quality, or timeliness of Team Member Services.

34. DEFINITIONS

"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Virtual Valley. "Entrepreneur" means any authorized User utilizing the Site to seek and/or obtain Team Member Services from another User. From time to time, Virtual Valley may act as an entrepreneur, and the terms and conditions of this Agreement applicable to Entrepreneurs will apply to Virtual Valley when Virtual Valley acts in this way. "Entrepreneur Deliverables" means requests, intellectual property, and any other information or materials that a Team Member receives from an entrepreneur to perform Team Member Services. "Confidential Information" means Entrepreneur Deliverables, Team Member Deliverables, Work Product, and any other information provided to, or created by, a User for a contract or to perform or assist in performing Team Member Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Team Member or Entrepreneur; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of another person's Confidential Information. "Fixed-Price Contract" means a contract for which Entrepreneur is charged a fixed fee agreed between an entrepreneur and a Team Member, prior to the commencement of a contract, for the completion of all Team Member Services contracted by Entrepreneur for such contract. "Engagement" means an engagement for Team Member Services that a Team Member provides to an entrepreneur under a contract on the Site. "Escrow Account" means Entrepreneur Escrow Account, Team Member Escrow Account, or Fixed-Price Escrow Account. "Escrow Instructions" means the Fixed-Price Escrow Instructions, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions, or the Fixed-Price Mobile Escrow Instructions. "Team Member" means any authorized User utilizing the Site to advertise and provide Services to Entrepreneurs. "Team Member Deliverables" means requests, intellectual property, and any other information or materials that an entrepreneur receives from a Team Member for a particular contract. "Team Member Fees" means: an amount equal to the number of hours recorded by Team Member in the Time Logs, multiplied by the hourly rate set by the Team Member; "Team Member Services" means all services performed for or delivered to Entrepreneurs by Team Members. "Hourly Contract" means a contract for which Entrepreneur is charged based on the hourly rate set by the Team Member. "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. "Virtual Valley Team Software" means the online platform accessed using Virtual Valley's downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users. "Payment Method" means a valid credit card issued by a bank acceptable to Virtual Valley, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Virtual Valley may accept from time to time in our sole discretion. "Payroll Employee" means a Team Member enrolled in Virtual Valley Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Team Member Services to one or more Entrepreneur(s). "Site Services" means all services that are accessible through the Site. "Substantial Change" means a change to the terms of this Agreement that reduces your rights or increases your responsibilities. "Time Logs" means the report of hours recorded for a stated period by a Team Member for the Team Member Services performed for an entrepreneur. "Work Product" means any tangible or intangible results or deliverables that Team Member agrees to create for, or actually delivers to, Entrepreneur as a result of performing the Team Member Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith. "User Content" means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Virtual Valley.

35. CONTACTING US

If you have questions or need assistance, please contact Customer Support here

Payment Details

PayPal

Please confirm your Credit/Debit Card details and the starting date of your Team Member, when you click "Save", your details will be validated. No payment will be taken, we will review the monthly time charged by your Team Member before the payment is taken at the end of the month

Expiration date

Please confirm your PayPal email address and the starting date of your Team Member, when you click "Save", you wil be redirected to PayPal to confirm your account. No payment will be taken, we will review the monthly time charged by your Team Member before the payment is taken at the end of the month